Trading Module

NEXUS PLATFORM RULES FOR TRADING

 1. Application Process

1.1 Applications for admission to participate in the Nexus Platform shall be made through the submission to Chintai of the prescribed application forms including the supporting documents;

1.2 The application must include all supporting information as stipulated in the application form, failing which the application will be returned to the applicant and will not be processed until fully completed.

1.3 All fully completed applications shall be determined by Chintai within ten (10) Business Days of receipt and notice promptly provided to the applicant of such determination to the address so notified by the applicant in their application pack.

1.4 In assessing the application, Chintai may require from the person making the application such additional information as it considers necessary, request any information provided by the person to be verified in such manner as Chintai may specify, and impose any additional conditions on the person that it considers appropriate.

1.5 Chintai may, at its discretion, approve or reject an application to open a Trading Account. Such decision shall be final and Chintai shall not be obliged to give any reasons for its decision.

1.6 Where Chintai decides to reject an application, Chintai will notify the person making the application of its decision to reject the application and the reasons for its decision.

2. Minimum Eligibility

2.1 The following minimum eligibility requirements must be met in order to become a Participant:

2.1.1 Be of good repute and standing;

2.1.2 Have adequate organizational arrangements (if applicable);

2.1.3 Not be an undischarged bankrupt (if individual) or insolvent (if organization);

2.1.4 Be at least eighteen (18) years old (if applicable);

2.1.5 Reside in an Acceptable Jurisdiction; and

2.1.6 Pass all relevant AML/CTF checks.

2.2 The Participant warrants and represents to Chintai that it satisfies the eligibility requirement to be a Participant. The Participant shall immediately inform Chintai should there be any change to the warranty and representation set out herein and shall cease to access any listing on the Nexus Platform immediately if the Participant no longer satisfies the eligibility requirement to be a Participant.

3. Disclosure and acceptance of risks

3.1 The Participant agrees that he is fully aware of the risk relating to the trading of Tokens. In particular, the Participant agrees that: 

3.1.1 Chintai does not provide any recommendation or advice in respect of the Tokens, nor does the Participant rely on any recommendation or advice from Chintai;

3.1.2 He is solely responsible for making his own independent investigation and appraisal of all tokens and his own independent verification of any information provided through the Nexus Platform;

3.1.3 He has made all necessary inquiries in respect of such tokens, including the nature and objective of the tokens, the key benefits and risks of the tokens, his key rights with respect to the tokens, the ease of converting the Tokens to cash, the commitment required in respect of the tokens, the pricing of the Tokens, the fees and charges to be borne by the Participants, any applicable charges or restrictions on withdrawal, surrender or redemption of the Tokens. In particular, the Participant understands that subject to any applicable laws, he does not, through the acquisition of interests in the Tokens, acquire any interest in the voting rights of the Issuer;

3.1.4 He has the appetite to assume all economic consequences and risks of such tokens and to the extent necessary, has consulted his own tax, legal, and other advisers;

3.1.5 Chintai shall not be liable for any loss which may be suffered or incurred in any way by the Participant in respect of the tokens entered into through the Nexus Platform; and 

3.1.6 Provided that the Issuer complies with the Rules and subject to any other agreements which the Issuer and Participant may have or any other liability which the Issuer may incur or assume outside these Rules, the Issuer shall not be liable for any loss or damage suffered or incurred in any way by the Participant in connection with purchase or sale of Tokens through the Nexus Platform. 

3.2 The Participant agrees that:

3.2.1 None of the documents or material issued in connection with the offer or sale of Interests in the Tokens is a form of the registered offer document. Accordingly, statutory liability in relation to the content of the offer document does not apply, and the Participant should consider carefully whether the investment is suitable for the Participant;

3.2.2 There may be resale restrictions applicable to the Tokens which the Participant may acquaint himself with; and 

3.2.3 Any document or material in connection with the offer or sale of the Tokens does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

4. Fees and charges

4.1 Persons seeking to open a Trading Account must pay such fees and charges as Chintai may apply to the opening and maintaining of a Trading Account from time to time.

4. ongoing obligations

5.1 Compliance with laws and rules

5.1.1 Each Participant and Issuer shall, at all times, comply with the Market Requirements and cooperate with Chintai.

5.1.2 Each Participant and Issuer shall promptly perform its obligations under the Market Requirements and within any specified time for performance of the same.

5.1.3 A Participant shall not trade in a way that would be detrimental to the operation of a fair, orderly, and transparent market.

5.1.4 Participants must not, in respect of any of their business on the Nexus Platform:

(a) Commit any act or engage in any course of conduct which creates or is likely to create a false or misleading impression as to the market in, or the price of, any Token; or

(b) Do or engage in any act or course of conduct that is likely to harm the integrity or stability of the Nexus Platform (including without limitation trading in a disruptive manner).

5.1.5 Where applicable, a Participant must:

(a) At all times have adequate systems and controls intended to minimize the risk of error in relation to offers or bids submitted to the Nexus Platform and to ensure that its conduct on the Nexus Platform complies with the Trading Rules.

(b) Ensure that their staff are adequately trained to use the Nexus Platform.

5.2 Cooperation with Chintai

5.2.1 Each Participant and Issuer must promptly provide to Chintai any information or cooperation that Chintai may reasonably require to confirm whether the Trading Rules are being or have been complied with.

5.2.2 A Participant shall immediately inform Chintai when any of the information that has been submitted to Chintai in such Participant's application form becomes inaccurate or obsolete in any respect.

5.3 Responsibility for Trading Account

5.3.1 A Participant shall be solely responsible for all activity that takes place under its Trading Account, whether authorized by the Participant or not.

5.3.2 Any action performed from a Participant's Trading Account shall be treated by Chintai as the action of such Participant acting solely on its own behalf, whether authorized by the Participant or not.  Specifically, each Participant will be responsible for all orders and actions taken on the Participant’s user account by the Participant’s Authorised Representatives or any other officer, employee, or agent of the Participant who possesses valid access permission that would allow such person to submit an order or take any other action on the Nexus Platform.

5.3.3 Chintai shall not be liable for any loss or damage arising from unauthorized use of any Participant's Trading Account.

5.3.4 Each Participant must honor all orders placed through its Trading Account and all transactions executed involving its Trading Account, unless and until reversed or otherwise reversed by Chintai. All orders and transactions shall be governed by this Trading Module.

5.3.5 A Participant acts as principal as regards the other Participant for each transaction executed by them or purported to be executed by such Participant on the Nexus Platform.

5.4 Inform Chintai of certain matters

5.4.1 Participants must inform Chintai, as soon as reasonably practicable, upon the occurrence of any of the following:

(a) Becoming aware that they or any of their respective Participant’s AuthorisedRepresentatives are unable to comply with the Trading Rules;

(b) The occurrence of any Insolvency Event relating to the Participant;

(c) A material breach of the Trading Rules upon becoming aware thereof; or

(d) Ceasing to meet any of the Eligibility Criteria.

5.4.2 Subject to any other relevant provision of the Trading Rules, all information and evidence provided to Chintai in accordance with this Rule ‎5.4 shall be kept confidential and not disclosed to any person other than the relevant Participant and Chintai.

5.4.3 Participants are responsible for retaining records of all orders and Transactions entered into on the Nexus Platform for a minimum of 5 years.

5.4.4 Specific Participant obligations in relation to particular Token types shall be set out in relevant Market Circulars published by Chintai from time to time.

6. Automated market making Program

6.1 Participants may enter into an AMM Program from time to time. Details of and variations to the AMM Program will be notified through the publication of a Market Circular.

6.2 Participants who wish to enter into an AMM Program must agree to the AMM Program Terms, in such form as required by Chintai from time to time.

6.3 For the avoidance of doubt, a Participant is not allowed to pursue a market-making strategy on Tokens belonging to a Token's class where it has not agreed to the AMM Program Terms and has been approved by Chintai.

7. Approach to certain trading conduct

7.1 Participants shall refrain from engaging in any activities on the Nexus Platform that constitute, lead to, or otherwise support someone else engaging in such activities, that have the effect of bringing the Nexus Platform into disrepute including but not limited to market manipulation, market rigging, insider trading and/or, communicating inaccurate, misleading or false information in respect of the Nexus Platform or a Token.

7.2 For the avoidance of doubt Participants and Issuers shall at all times comply with Applicable Law.

7.3 Chintai will determine in its sole discretion as to whether a Participant or Issuer has breached Rules ‎7.1or ‎7.2 and in doing so will take into account some or all of the following:

7.3.1 The potential for a material increase or decrease followed by an immediate return to the previous pricing level;

7.3.2 The consistency of the relevant transaction with the recent trading activities of the Participant;

7.3.3 Whether the proposed bids form part of a series of orders that serve to increase or decrease the price of the Token; and

7.3.4 The occurrence of multiple orders being placed above or below the relevant market price thereby giving an artificial impression of the Token’s volume;

7.3.5 If the parties involved in the proposed transaction are connected;

7.3.6 Any bids placed that are removed from the market prior to execution for a higher or lower price than the current market price for the Token;

7.3.7 The volume or size of a transaction does not correlate to the recent and reasonable trading history of the Token;

7.3.8 Whether the transaction has the potential to materially change the price of a Token and whether the Participant or connected party will benefit from the material change in price;

7.3.9 Whether there does not appear to be a legitimate commercial reason for the proposed transaction.

7.4 Any decision by Chintai as to whether Rule ‎7 and/or other provisions of the Trading Rules is breached by a Participant or Issuer is conclusive and binding on such Participant or Issuer and such Participant or Issuer shall not challenge or dispute the validity of such decision.

8. Suspension or termination of Trading Account

8.1 A Participant may request to terminate its Trading Account by submitting a request in the form prescribed by Chintai, provided that the Participant does not hold any Tokens and/or Fiat Balance in its Nexus Wallet at the time of the request and the Participant satisfies such other conditions as Chintai may prescribe from time to time.

8.2 On receipt of a request under Rule ‎8.1, Chintai will process such request and notify the Participant of the effective date of termination of the Participant's Trading Account. Chintai may refuse to accept or at any time postpone the termination when there are outstanding obligations that may affect the interest of Chintai, Issuers, and other Participants.

8.3 Chintai may, at its discretion, suspend or terminate the Trading Account for any Participant with immediate effect (or with effect from such later time as Chintai may determine), including:

8.3.1 Where Chintai determines that the Participant does not meet the continuing obligations required of a Participant;

8.3.2 Where Chintai determines that the Participant has contravened any Rule of the Trading Module or any Applicable Laws;

8.3.3 In the event of death or bankruptcy of the Participant, or the winding up or insolvency of the Participant (in each case, as applicable);

8.3.4 Where Chintai is required or deems it necessary to comply with Applicable Laws; and/or

8.3.5 Where Chintai is no longer authorized to operate the Nexus Platform.

8.4 In the event of a suspension or termination pursuant to Rule ‎8.3, Chintai shall notify the Participant of the effective date of suspension or termination. The Participant shall act in accordance with the directives of Chintai in relation to any outstanding obligations of such Participant, and any Fiat Balance and/or Tokens in such Participant's Nexus Wallet. The Participant shall not trade through its Trading Account from the date specified by Chintai.

8.5 In the event Chintai terminates such Participant's Trading Account and there is a balance of Tokens held by such Participant in its Nexus Wallet after the effective date of termination of such Participant's Trading Account and only insofar as permitted under Applicable Laws, such Participant's Trading Account shall be suspended indefinitely and such Participant shall be permitted to submit sell orders solely for the purpose of divesting any remaining Tokens it holds.

8.6 Where a Trading Account is suspended pursuant to Rule ‎8.5, Chintai may charge any account administration fees as may be prescribed from time to time by the Market Circular.

8.7 Notwithstanding the termination of a Participant's Trading Account, the former Participant remains liable to Chintai and other relevant persons for any liabilities incurred (including under the Market Rules and Market Requirements) during the period it held a Trading Account.

9. Trading particulars

9.1 Continuous trading is permitted on the Nexus Platform. During continuous trading, Participants may enter and cancel trade orders, prior to matching of trade orders.

9.2 The Nexus Platform operates on a price-time priority basis. All trade orders will be matched for validation and settlement by Chintai Blockchain in accordance with price priority, followed by time priority. Orders submitted for execution will be time-stamped.

9.3 A trade is completed when trade orders have been (a) matched on the Nexus Platform; (b) validated by Chintai Blockchain; and (c) settled on Chintai Blockchain. All unmatched orders shall remain available for matching on the Nexus Platform until the order is matched or expires.

9.4 A "buy" trade order will only be accepted for matching if the Participant placing the "buy" trade order has sufficient Fiat Balance in its Nexus Wallet to fund the "buy" trade order and the applicable fees for the transaction, for example, trading fees and applicable taxes. Payment for Tokens shall be effected only by payment in the form of Fiat Balance.

9.5 A "sell" trade order will only be accepted for matching if the Participant placing the "sell" trade order has sufficient quantity of the relevant Tokens in its Nexus Wallet to fund the "sell" trade order. For the avoidance of doubt, ‘short selling’ is prohibited.

9.6 Once it is determined that there is enough of the relevant Tokens or Fiat Balance, as applicable, the tokens for making payment will be designated for the trade. When an order is approved and a match is found and settlement of the trade is completed, the designated balance will be released and transferred as appropriate.

9.7 Each Participant agrees that the matching of trade orders as determined by the Nexus Platform and Chintai, from time to time, shall be final, and each Participant shall not challenge or dispute the validity of such matching.

10. Trading and Orders

10.1 The trading hours and application of the market phases are as designated by Chintai and as updated or amended by Chintai from time to time.

10.1.2 The Nexus Platform operates based on the following Trading Stages:

(a) Pre-Open/Close Stage - order entry, order modification, and withdrawal of orders; no matching of orders

(b) No-Cancel Stage - no order entry and amendment; existing orders are matched based on the Chintai Matching Protocol. All unmatched orders, except at the close of trading, are carried over to the next Trading Stage. As at the close of trading, unmatched orders with an expiry date in the future shall be carried over to the next Business Day.

(c) Trading Stage - order entries, order changes, and withdrawal of orders allowed. All orders are matched in accordance with price-time priority.

(d) Adjustment Stage - order entry, order changes, and withdrawal of orders allowed. All orders will be matched based on the Chintai Matching Protocol. All unmatched orders will be carried over to the next phase.

10.2 Token Issuances

10.2.1 A Participant who has been approved to participate in a Token Issuance will be granted o access to the Disclosure Document and other documents relating to the Token Issuance.

10.2.2 Purchase requests are made by Participants via the Nexus Platform and are subject to the Market Rules and Market Requirements.

10.2.3 To the extent that a purchase request is:

(a) Accepted by the Issuer - Participant shall have his Nexus Wallet credited with inactive Tokens and debited with the relevant quantity of Fiat Balance to fund the purchase; or

(b) Not accepted by the Issuer - Participant's Nexus Wallet will not be credited with any Tokens and Chintai shall be under no obligation to inform the Participant of the reasons for the unsuccessful purchase request.

10.2.4 The inactive Tokens will be activated after the closing of the Token Issuance in accordance with the Market Rules.

10.2.5 If the conditions of the Token Issuance are not met, Chintai shall:

(a) Remove the inactive Tokens from the Participant's Nexus Wallet; and

(b) Credit the Participant's Nexus Wallet with the relevant quantity of Fiat Balance.

10.2.6 Each Participant acknowledges that it has, and for all purposes, each Participant shall be deemed to have, personal knowledge of every order placed through its Trading Accountin relation to Token Issuances, including the bid price, quantity, and any other information which may be entered or otherwise given through the Nexus Platform.

10.3 Secondary trading

10.3.1 When a Participant enters a "sell" trade order, such selling Participant agrees that such order constitutes an offer to the buying Participant whose "buy" trade order is matched to, and the selling Participant agrees to sell the relevant Token to such buying Participant at the price and for the quantity, both determined by the Chintai Matching Protocol.

10.3.2 When a Participant enters a "buy" trade order, such buying Participant agrees that such order constitutes a legally binding acceptance of the then-current unfilled offer from the Participant whose "sell" trade order is matched, and the buying Participant agrees to buy the relevant Token from such selling Participant at the price and for the quantity, both determined by the Chintai Matching Protocol.

10.3.3 Each trade order entered into the Nexus Platform shall specify the price and quantity of the trade order, whether it is a "buy" or "sell" trade order, the ticker of the relevant Token, and all other information as may be prompted by the Nexus Platform. Each Participant shall be responsible for ensuring the accuracy of each order submitted under its Trading Account.

10.3.4 Where all required information (as set out in Rule ‎10.3.2) is duly provided to Chintai and there are sufficient assets to fund the trade order placed, the Chintai Matching Protocol will match the orders with prices on the Nexus Platform. If, for any reason, the matched trade orders are not validated by the Chintai Blockchain (for example due to a Participant being ineligible to make the trade due to transfer restrictions), the Participants to the matched trade orders will be notified of this. The reason(s) for the Participant's ineligibility may, but will not necessarily, be provided.

10.3.5 In respect of trade orders (or part thereof) that are matched but not validated by the ChintaiBlockchain, the trade order (or part thereof) with the higher time priority will remain in the continuous order book and be available for matching while the trade order (or part thereof) with the lower time priority will be canceled.

10.3.6 Although Chintai will endeavor to make any allocation required in relation to any Tokens amongst Participants in accordance with the Chintai Matching Protocol, Chintai reserves the right to make allocations in such manner as it determines in its reasonable discretion. Each Participant acknowledges and agrees that, if it has placed a trade order in respect of any Tokens, it may not be allocated the full quantum as specified in the trade order. Chintai will not accept requests to alter or waive allocations after the event. Any allocation given by Chintai shall be binding on all Participants, notwithstanding any change in market conditions between the time of the making of the trade order and the allocation or any other circumstances.

10.4 Order types and validities

10.4.1 The following types of trade orders are available on the Nexus Platform:

(a) Market order - a trade order that executes against accessible liquidity on the opposite side of the market at the prevailing market price;

(b) Limit order- a trade order that executes only at the specified price or at a price better than the specified price. Unfilled quantities of the trade order remain in the continuous order book until they are filled, amended, or canceled.

10.4.2 The following types of trade orders shall have the following order validities:

10.5 Withdrawing trade orders

10.5.1 A trade order may be withdrawn by the Participant at any time between the placement of the trade order and the matching of the orders.

10.5.2 Chintai may, at its discretion, review the validity or, and/or reverse or otherwise cancel, any trade order, including in any of the following circumstances:

(a) Where Chintai deems it necessary for the proper maintenance of a fair and orderly market;

(b) There has been a technical and/or system failure and/or error leading to the trade order confirmation;

(c) There is prima facie evidence of fraud or wilful misrepresentation in relation to the trade order;

(d) In Chintai's opinion, it is desirable to cancel the trade order to protect the integrity and reputation of the Nexus Platform and Chintai (including where a Participant and/or Issuer has engaged or attempted to engage in any prohibited trading conduct);

(e) In the event of a trading suspension; or

(f) In the event of a suspension or termination of the relevant Participant's Nexus Wallet.

10.5.3 Each Participant agrees that any decision made by Chintai in connection with this Rule ‎10.5.3 is binding on such Participant, unless and until otherwise determined by Chintai, and each Participant shall not challenge or dispute the validity of such decision and Chintai shall not be obliged to give any reasons for its decision.

10.6 Amending trade orders

10.6.1 A trade order may be amended (in whole or in part) by the Participant making the trade order at any time between the placement of the trade order and the matching of the orders.

10.6.2 The time priorities of such Participant's amended trade orders (or part thereof) will be newly assigned or maintained as follows:

(a) Where the quantity of the trade order is increased, the trade order will be assigned a new time priority;

(b) Where the quantity of the trade order is decreased, the trade order will maintain its existing time priority; and

(c) Where the price of the trade order is increased or decreased, the trade order will be assigned a new time priority.

10.6.3 For the avoidance of doubt, each Participant acknowledges that an order amendment cannot be made where the trade order (or part thereof) has already been matched on the Nexus Platform and in the case of an amendment to the price of the trade order, where the trade order is partially fulfilled.

10.7 Algorithmic Trading

10.7.1 Participants engaging in Algorithmic Trading on the Nexus Platform shall flag orders generated by such algorithmic trading in order for Chintai to be able to identify the following:

(a) Different algorithms used for the creation of orders; and

(b) The Participant initiating those orders.

11. Finality, Reversal of Trades, and Error Trades

11.1 All trades are final and binding on the Participants to the trade, except where provided for in Rule ‎11. Participants shall honor all trades, unless and until the trade is reversed in accordance with this Rule ‎11.

11.2 Cancellation of trades

11.2.1 Chintai may, at its own discretion, review the validity of and/or reverse any trade, including in any of the following circumstances:

(a) Where Chintai deems it necessary for the proper maintenance of a fair and orderly market;

(b) There has been a technical and/or system failure and/or error leading to the trade;

(c) Chintai determines that an error trade should be reversed under Rule ‎11.3;

(d) There is prima facie evidence of fraud or wilful misrepresentation in relation to the trade; or

(e) In Chintai's opinion, it is desirable to reverse the trade to protect the integrity and reputation of the Nexus Platform and Chintai (including where a Participant and/or Issuer has engaged or attempted to engage in any prohibited trading conduct);

11.2.2 Chintai shall provide notice of the reversal to affected Participants as soon as practicable via the Nexus Platform.

11.2.3 Chintai may impose any conditions it thinks appropriate for the reversal of a trade.

11.2.4 Chintai may impose any disciplinary action it thinks appropriate on a Participant who is the cause or partial cause of the reversal of a trade.

11.2.5 Each Participant agrees that any decision made by Chintai in connection with this Rule ‎11.2is conclusive and binding on such Participant, unless and until otherwise determined by Chintai, and each Participant shall not challenge or dispute the validity of such decision and Chintai shall not be obliged to give any reasons for its decision.

11.3 Error trades

11.3.1 Chintai may cancel a Transaction where it has been entered into and it constitutes an ErrorTrade as described in Rule ‎11.3.2.

11.3.2 An Error Trade shall occur where, due to an issue with the Nexus Platform, a Token transaction is entered into:

(a) In the name of a Participant without the knowledge or authority of such a Participant;

(b) By a Participant's Authorised Representative after a notification to disable access to the Nexus Platform in respect of that Participant’s Authorised Representative has been received by Chintai in accordance with applicable rules; or

(c) Which is manifestly erroneous.

11.3.3 In the event that Chintai becomes aware of an Error Trade or is notified by a Participant of Error Trade (such notification from a Participant shall contain the information set out in rule ‎11.5 and be sent in accordance with the provisions of Rule ‎11.4 and at least 30minutes before the cut-off time for Chintai to send the Error Trade Cancellation Notice as set out in this Rule), Chintai shall issue a notice, containing the information required by Rule ‎11.6, to all affected Participants where it intends to cancel a Transaction pursuant to this Rule (a “Error Trade Cancellation Notice”). Chintai shall issue an Error TradeCancellation Notice as soon as practicable following the Error Trade coming to its attention and in any event, the Error Trade Cancellation Notice must be issued at least 30 minutes before the end of the applicable Trading Day, in order for the procedures in Rules ‎11.4 to ‎11.10 to apply.

11.4 Any notification relating to an Error Trade must be made by a Participant to Chintai:

11.4.1 By email to [trading.operations@Chintai.com] or, where communicated by phone, then confirmed by email promptly (and in any event no later than ten (10) minutes after the end of such phone communication); and

11.4.2 All communications must be from a Participant’s Authorized Representative.

11.5 All notifications from Participants relating to an Error Trade must contain:

11.5.1 Participant’s primary contact details (name and direct line);

11.5.2 All specific details of the Transaction(s);

11.5.3 Timestamps for each Transaction; and

11.5.4 Participant’s reason for considering the Transaction to be an Error Trade.

11.6 An Error Trade Cancellation Notice issued by Chintai shall specify the affected counterparty(ies), Transaction details, and timestamps.

11.7 Within thirty (30) minutes after the issue of an Error Trade Cancellation Notice by Chintai, the Participants party to the relevant Transaction may, jointly, agree that the Transaction does not constitute an Error Trade (a “Good Trade”). Good Trades shall not be canceled but all Error Trades shall be canceled by Chintai in accordance with this Part ‎11 of the Trading Rules.

11.8 Where an Error Trade is to be canceled, then Chintai shall notify the counterparty(ies) of the cancellation of the Transaction, the Transaction shall be canceled and a cancellation notice sent out to all Participants in respect of each such canceled Transaction.

11.9 No handling charge will be payable in respect of a cancellation caused by any Error Trade.

11.10 If there is insufficient time in the Trading Day for any of the provisions of this Rule ‎11 to be carried out, Chintai and the relevant Participants shall use all reasonable endeavors to ensure that such procedures are completed prior to the commencement of trading on the next Trading Day or, if this is not possible, as soon as practicable after the commencement of trading on the next Trading Day after the Trading Day on which the error event occurred.

12. Settlement

12.1 The settlement of trade orders on the Nexus Platform is conducted via smart contracts on the ChintaiBlockchain.

12.2 Upon the matching of a buy order and sell order and the validation of the trade orders on ChintaiBlockchain, the following actions take place instantaneously and simultaneously for settlement purposes:

12.2.1 In respect of the Participant who had placed the buy order, the applicable quantity of Fiat Balance is debited from its Nexus Wallet, and the applicable quantity of the relevant Tokens is credited into its Nexus Wallet;

12.2.2 In respect of the Participant who had placed the sell order, the applicable quantity of the relevant Tokens is debited from its Nexus Wallet and the applicable quantity of Fiat Balance is credited into its Nexus Wallet; and

12.2.3 The trade is recorded on Chintai Blockchain.

12.3 The Participants must pay such fees and charges as Chintai may prescribe in relation to trading.

12.4 The account balances of Participant(s) and Issuer(s) in the transaction will be adjusted to reflect their participation.

12.5 Settlement failure

12.5.1 If settlement is prevented by technical or system failure and/or error on the Nexus Platform or Chintai Blockchain, Chintai shall notify Participants of the problem via the Nexus Platform as soon as practicable.

12.5.2 Upon the resolution of the problem, Chintai shall:

(a) Notify Participants of the resolution of the problem;

(b) Use best endeavors to conduct periodic reconciliation and settlement of trade orders that were affected by the problem;

(c) Cancel trade orders that cannot be reconciled and/or settled; and

(d) Notify Participants of the outcome of the reconciliation and settlement and whether affected trade orders have been settled or canceled.

13. Availability of pre-trade and post-trade information

13.1 Chintai will make available to all Participants via the Nexus Platform the following information:

13.1.1 The existing bids and offers in the current order book, including the bid/offer price and quantity of such offers;

13.1.2 The price, volume, and time of trades, which will be made available within one hour following each trade, for the last 100 transactions or all trades; and

13.1.3 Consolidated information on the Token holdings of all Participants.

14. Trading oversight and Platform management

14.1 The Market Requirements and Market Circulars will together set out the conduct requirements of Participants and Issuers on the Nexus Platform.

14.2 Chintai shall maintain in place systems to monitor compliance with the Trading Rules, disorderly trading conditions, and conduct that may involve Market Abuse. Chintai shall enforce compliance with the Trading Rules and may take all measures necessary, in accordance with and subject to the provisions of the Trading Rules, to ensure orderly trading and the smooth operation of the Nexus Platform.

14.3 Without prejudice to the generality of Rule ‎14.2, in addition to initiating investigations, Chintai may impose other measures on Participants involved in prohibited market conduct. This includes suspending trading in certain Tokens or the participation of certain persons in activities on the Nexus Platform in accordance with Rule ‎15. Chintai may also prepare, publish, or submit to any Regulatory Authority reports on its findings from an investigation or other matters related to instances of market manipulation or abuse on the Nexus Platform.

14.4 Chintai has instituted policies and procedures for handling security, technology, and business management continuity matters and will, at various points in time, conduct tests and reviews as required under each such policy or procedure. Issuers and Participants shall cooperate with Chintaiduring all such tests and reviews, and shall not do or attempt to do anything that would or is likely to disrupt any of the same.

14.5 In order to ensure orderly system functionality, the commencement of trading may, at the order of Chintai, be postponed for the entire Platform, or trading hours may be extended or shortened, provided that Chintai shall be under an obligation to restore normal trading and normal trading hours as soon as reasonably practicable.

14.6 In the event of technical problems that may lead to violation of Applicable Law, Error Trades of breaches of security, or may materially impact the performance or impact the integrity or stability of the Nexus Platform, Chintai may, for an individual Participant or all Participants, temporarily suspend access to or trading through the Nexus Platform, to the extent required as a result of such technical problems.

14.7 In the event of measures being taken which materially affect the operation of the Nexus Platform, the Participants affected thereby shall, to the extent possible, be promptly notified via the Nexus Platform or - in the case of a Platform failure - by other suitable electronic means (including, without limitation, by way of Market Circular).

15. Suspension/Trading halts

15.1 Notification of any suspension of trading of the Nexus Platform as a whole, or in respect of one or more Tokens shall be made by Chintai by way of Market Circular as soon as reasonably practicable.

15.2 Chintai may at any time suspend trading in whole or in respect of one or more Token types, if Chintai, as operator of the Nexus Platform:

(a) In its discretion and acting reasonably, considers such action necessary to maintain the integrity of the Nexus Platform or the fair and orderly trading on the Nexus Platform (including without limitation where there is a significant price movement in a given Token on the Nexus Platform or a related trading venue during a short period); or

(b) Is directed to do so by a Regulatory Authority.

15.3 Chintai shall, as soon as practicable, revoke the suspension of trading in whole or in respect of one or more Token types if, in its opinion acting reasonably, the reason for such suspension has ceased to exist.

15.4 If trading in specific Token types is suspended in whole or in part, no new orders or prices may be entered in respect of such Token type for the duration of the suspension and all orders which are not matched prior to the time of suspension shall be canceled.

15.5 Chintai shall not exercise any power under the Trading Rules to suspend or remove from trading any Token which no longer complies with the Trading Rules, where such a step would be likely to cause significant damage to the interest of Participants or the orderly functioning of the Nexus Platform unless Chintai is so directed by a Regulatory Authority.

16. Circuit Breakers

16.1 Circuit breakers represent the price thresholds at which Chintai will halt trading on a Platform-wide basis to prevent disorderly trading. Chintai may prescribe at its sole discretion, for any or all Tokens, different types of circuit breaker mechanisms which are designed to temporarily restrict trading in the Token. In this regard, Chintai will consider a set of factors, which includes token market cap, token price, and trading volumes.

16.2 The application of circuit breaker mechanisms will be published in a Market Circular.

16.3 Chintai shall announce the imposition and/or lifting of any cooling-off period on the Nexus Platform.

17. the Nexus Platform Downtime

17.1 Scheduled downtime

17.1.1 The Nexus Platform will undergo scheduled routine maintenance to ensure optimal functioning. During the scheduled maintenance, the Nexus Platform will be closed and trading (including the entry, modification and cancellation of orders) will not be available on the Nexus Platform. The timing and duration of such scheduled downtime will be notified to Issuers and Participants at least one week in advance via Market Circular. 

17.2 Unplanned downtime

17.2.1 The Nexus Platform may experience unplanned downtime such that trading will not be available on the Nexus Platform.

17.2.2 The occurrence of such unplanned downtime or emergency closure or suspension will be notified to Issuers and Participants as soon as practicable.

17.2.3 Operations will be resumed as soon as reasonably practicable following any such unplanned downtime or emergency closure or suspension. Resumption of trading following unplanned downtime or emergency closure or suspension will be notified to Issuers and Participants as soon as practicable.

17.2.4 Trades affected by any emergency suspension or closure will resume when the Nexus Platform resumes operations unless Chintai considers it necessary to further suspend the trades.

18. Complaints

18.1 A Participant and/or Issuer may file a written complaint with Chintai with respect to:

18.1.1 Any Issuer or Participant; and/or

18.1.2 A possible contravention of the Trading Rules and/or any Applicable Laws.

18.2 On receipt of such complaint, Chintai may, at its discretion, conduct an investigation and/or request further information on the matter.

19. Disciplinary Action

19.1 Chintai may:

19.1.1 take disciplinary action against a Participant in respect of any act or omission that amounts to a material breach of the Trading Rules in accordance with the procedures made under Rule ‎19.3 below; and

19.1.2 suspend or restrict a Participant's (or some or all of the Participant’s Authorised Representatives’) activities on the Nexus Platform on an interim basis when a matter is under investigation, provided that such suspension or restriction shall only be put in place where there is a reasonable suspicion that the Participant has committed a material breach of the Trading Rules.

19.2 Chintai may, in its absolute discretion, impose sanctions on a Participant (or some or all of the Participant’s Authorised Representatives, as it may consider appropriate) for a material breach of the Rules constituting either or both of the following:

19.2.1 temporary suspension; and

19.2.2 termination of participation.

19.3 To achieve its overall aim to ensure the fair and orderly trading of Tokens on the Nexus Platform, Chintaiwill operate procedures designed to identify breaches of, and ensure Participant compliance with, the Rules, including without limitation scrutiny of trading data and reports.

19.4 In the event of any alleged breach or suspected breach by a Participant of the Trading Rules, Chintaishall notify the Participant of the commencement of an investigation along with reasonably sufficient information to allow the Participant to assess the alleged breach, save where such notification is precluded by applicable law or regulation. Where sufficient information exists regarding the cause of the alleged breach or suspected breach, such notification may include a request to the Participant to take such remedial action so as to ensure the alleged breach or suspected breach does not recur.

19.5 Chintai will investigate the facts of each case, seeking to understand why the alleged Rule breach occurred and will assess whether any remedial action the Participant has taken (pursuant to Rule ‎19.2) is adequate to prevent similar future occurrence.

19.6 In each case, Chintai shall determine whether to impose any of the sanctions in Rule ‎19.2 in relation to a breach of the Rules. In coming to such a determination, Chintai shall take into account a number of factors, including without limitation:

19.6.1 the nature and seriousness of the Rule breach and the duration and frequency of misconduct;

19.6.2 how the Rule breach came to light (e.g. whether flagged by the Participant under investigation);

19.6.3 the actual or potential market impact of the Rule breach, and any other repercussions;

19.6.4 the extent to which the Rule breach was deliberate or reckless;

19.6.5 the compliance history of the Participant under investigation, and specific history regarding the Rule breach in question and whether any warning notices have previously been issued to the Participant in relation to the Rule;

19.6.6 consistent and fair application of the Rules (any precedents of similar Rule breaches); and

19.6.7 the responsiveness and conduct of the Participant in relation to the matter under investigation.

19.7 Upon conclusion of its investigation, Chintai will decide what action is necessary in each instance and shall communicate such decision promptly to the Participant (including if any action is to be taken). In addition (or in the alternative) to the sanctions described in Rule ‎19.2, Chintai may, as an initial step, request that the Participant concerned (where this has not already been done pursuant to Rule ‎19.2) takes remedial action so as to ensure the breach does not recur. Alternatively, Chintaimay decide to issue a warning notice to the Participant concerned. Chintai shall ensure that any sanction imposed upon a Participant is proportionate to the Rule breach in question and, where the sanction is a temporary suspension, such suspension shall cease when the Participant has carried out remedial action to Chintai’s reasonable satisfaction. For the avoidance of doubt and subject to any other relevant provision of the Trading Rules any investigation, action or sanction shall remain confidential.

19.8 During its investigation, Chintai shall permit the Participant reasonable opportunity to submit petitions and/or information in relation to the alleged breach and Chintai shall take such submissions into account in reaching a conclusion as to any necessary action.

19.9 A Participant shall cooperate with Chintai in the investigation of potential breaches by providing reasonable assistance to Chintai including the provision of information reasonably requested by Chintai, subject to regulatory and confidentiality restrictions.

19.10 For the avoidance of doubt, a Participant shall be under no obligation to comply with a request to take remedial action made pursuant to Rule ‎19.2 or Rule ‎19.5.

19.11 A Participant may appeal a decision of Chintai related to disciplinary action within ten (10) Trading Days of receiving notice of the decision, specifying the grounds upon which the Participant is appealing and the reasons why it believes its participation should not be suspended/terminated. Appeals will be heard and decided by the Appeals Panel.

20. Appeals

20.1 The Appeals Panel shall be appointed by Chintai and shall comprise at least three members with appropriate experience. The members of the Appeals Panel must comprise of two non-executive directors of Chintai and one persons who is not an employee, former or present, or controlling person of Chintai or its parent company.

20.2 The Appeals Panel has the power to allocate costs between any appellant and Chintai for any appeal as it sees fit.

20.3 Following a referral to the Appeals Panel pursuant to Rule ‎19.11, the Appeals Panel shall convene and make a determination, by majority vote, on the matter within twenty (20) Trading Days of receipt of notice of appeal from the Participant. Such determination shall be to uphold, quash or amend the original decision that is the subject of the appeal.

20.4 A Participant shall cooperate with the Appeals Panel in the determination of the appeal by providing reasonable assistance to the Appeals Panel including the provision of information.